NCS000541_Name-Owner Change Supporting Info_20201022

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Assignment') is made and entered into as of October 9 , 2020 (the "Effective Date"), by and
among GROWMARK, Inc., a Delaware corporation ("Purchaser"), Purchaser's subsidiary
GROWMARK FS, LLC, a Delaware limited liability company ("GFS") and Southern States
Cooperative, Incorporated, a Virginia corporation (the "Seller"). All capitalized terms used but
not otherwise defined herein shall have such meanings as ascribed to them in that certain Asset
Purchase Agreement dated as of September 21, 2020 by and among Seller, Purchaser and GFS
(as amended, the "Purchase Agreement").
WITNESSETH:
WHEREAS, Purchaser, GFS, and Seller have entered into the Purchase Agreement,
pursuant to which Seller has agreed to sell, convey and transfer to Purchaser, and Purchaser has
agreed to purchase from Seller, all of Seller's right, title, and interest in and to the Purchased
Assets; and
WHEREAS, as partial consideration for the Purchased Assets conveyed by Seller to
Purchaser pursuant to the Purchase Agreement, Purchaser has agreed to assume certain Assumed
Liabilities described in the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto promise and agree as follows:
1. Bill of Sale and Assi ng ment. In accordance with the provisions of the Purchase
Agreement, Seller hereby sells, assigns, conveys, transfers, and delivers to Purchaser (and to
GFS in the case of the assets of the Delmarva COR Business), as of the Effective Date, all of
Seller's right, title, and interest in and to the Purchased Assets, free and clear of all
Encumbrances other than Permitted Encumbrances; provided, however, that Purchaser is not
acquiring, and Seller is not selling, assigning, transferring, conveying, or delivering to Buyer,
any of the Excluded Assets.
2. Acceptance of Assignment, Assumption. hi accordance with the provisions of the
Purchase Agreement, Purchaser (and GFS in the case of the Delmarva COR Business assets)
hereby (i) purchases, accepts and acquires the Purchased Assets and (ii) assumes and agrees to
pay, perform and discharge when due the Assumed Liabilities, as of the Effective Date;
provided, however, that Purchaser has not agreed to assume or become obligated to pay, perform
or discharge, and will not be responsible for, the Excluded Liabilities, which shall be retained
and remain liabilities and obligations of Seller.
3. Further Assurances. If, at any time after the Closing, any further action is
necessary or desirable to carry out the purposes of this Assignment, Purchaser, GFS or Seller, as
the case may be, shall, at the sole cost of the requesting Party, execute and deliver or cause to be
executed and delivered such instruments and other documents and shall take or cause to be taken
all such further lawful and necessary action as Purchaser, GFS or Seller, as applicable, may
reasonably request to carry out the provisions hereof.
1

4. Governing Law. This Assignment shall be interpreted and enforced in accordance
with the laws of the Commonwealth of Virginia, without regard to any conflicts of law
provisions or principles thereof to the contrary.
5. Conflicts with Purchase Agreement. In the event of any conflict or inconsistency
between the terms, provisions or conditions of this Assignment and the terms, provisions or
conditions of the Purchase Agreement, the terms, provisions and conditions of the Purchase
Agreement shall govern. Nothing contained in this Assignment shall be deemed to supersede,
amend or modify any of the terms, conditions or provisions of the Purchase Agreement or the
rights or obligations of the parties thereunder.
6. Counterparts. This Assignment may be executed in two or more counterparts and
by the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original document, but all of which counterparts shall together constitute
one and the same instrument, and a facsimile or electronic delivery by a party of an executed
copy of this Assignment shall be binding on the party upon such delivery.
7. Amendment, Waiver. No amendment or waiver of any provision of this
Assignment shall be valid and binding unless the same shall be in writing and signed, in the case
of an amendment, by the parties hereto, or in the case of a waiver, by the party against whom the
waiver is to be effective.
[Remainder ofpage intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale, Assignment
and Assumption Agreement as of the Effective Date.
SELLER:
SOUTHERN STATES COOPERATIVE,
INCORPORATED,
a Vi
By:
Nan
Tith
[Signature Page to Bill of Sale, Assignment and Assumption Agreement]

BUYER:
GFS:
GROWMARK, INC.,
a Delaware corporation
By:,/Gam 1 2
/
Name: L o-c
Title: Vce t) ve s t �d C ! L
GROWMARK FS, LLC,
a Delaware limited liability company
By: 7 ` 2,1
Name: tiU:tciC Y� }e(S�aci f
Title: V cz Pve5.deiil
[Signature Page to Bill of Sale, Assignment and Assumption Agreement]